PURCHASE AND SALE AGREEMENT
THIS
PURCHASE AND SALE AGREEMENT (this "Agreement")
is dated
as of June 19, 2006, by and among NT HOLDING CORP., a Nevada corporation ("NF"),
and SYSTEM WEALTH LIMITED, a company organized under the laws of the British
Virgin Islands (the "Purchaser").
RECITALS
A. NT
is the
sole shareholder of all of the issued and outstanding stock of Tagalder C3
Holdings Inc., a company organized under the laws of the British Virgin Islands
("Tagalder").
B. NT
desires to sell to Purchaser, and Purchaser desires to purchase from NT, all
of
the issued and outstanding stock of Tagalder, on the terms and conditions set
forth herein.
C. The
respective Boards of Directors
and, if necessary, shareholders of NT and Purchaser have approved the
transactions contemplated herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE
I
STOCK
ACQUISITION
1.1
Stock
Acquisition.
At the
Closing (as hereinafter defined), Purchaser shall acquire 100% of the issued
and
outstanding stock of Tagalder from NT. The consideration to be paid by Purchaser
in exchange for such stock shall be a total of $800,000 (the "Purchase
Price"),
to be
paid with interest in accordance with a promissory note in the form attached
hereto and incorporated herein as Exhibit
A
(the
"Promissory
Note").
1.2
Closing
and
Effective Time.
Subject
to the satisfaction of the conditions set forth herein, the
transaction which is the subject of this Agreement shall be consummated as
of
even date herewith (the "Closing"
and/or
"Closing
Date"),
or at
such other time and at such place as the parties shall agree in good faith.
At
the Closing, Purchaser will deliver the executed Promissory Note, and each
of
the parties will execute and deliver such other documents, including
certificates, as may be required hereunder or as reasonably requested by the
other party to complete the transactions contemplated in this
Agreement.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Renresentations
and Warranties of Purchaser.
Purchaser represents and warrants to NT that the following are true, correct
and
complete as of the Closing Date:
(a)
Authority.
Purchaser is a company duly organized, validly existing, and in good standing
under the laws of the British Virgin Islands. Purchaser has all requisite right,
power and authority to: (i) execute and deliver this Agreement and its related
documents and perform his obligations hereunder and thereunder, and (ii)
consummate the transactions contemplated in this Agreement. There are no
agreements, contracts or commitments to which Purchaser is a party that would
prohibit or restrict the
transactions contemplated under this Agreement No consent, approval, order,
or
other authorization of
any
governmental or regulatory authority is required with respect to Purchaser's
execution and deliver
of this
Agreement or any related document, or consummation of the transactions
contemplated herein or therein. When executed and delivered by Purchaser, this
Agreement constitutes the valid and binding obligation of Purchaser enforceable
in accordance with its terms.
1
(b) Transaction
Not a Breach.
The
execution and delivery of this Agreement and its
related documents, the performance by Purchaser hereunder, and the consummation
of the transactions
described herein, will not conflict with or violate (i) any law, ordinance,
regulation, order, award, judgment, injunction or decree applicable to
Purchaser, or (ii) conflict with or result in a material breach of any contract,
agreement, or other instrument, obligation or understanding of any nature to
which Purchaser is a party or by which Purchaser is bound or
affected.
(c) Solvency.
Purchaser has not been the subject of any bankruptcy or insolvency proceedings
(whether voluntary or involuntary), made an
assignment for the benefit of creditors, been adjudicated bankrupt or insolvent,
petitioned for or been assigned any receiver or trustee relating to his assets,
commenced any reorganization or restructuring of debt, or otherwise failed
to
fulfill his payment obligations in the ordinary course. None of the above has
been commenced or threatened against Purchaser.
2.2 Representations
and Warranties of NT.
Purchaser represents and warrants to NT that the following are true, correct
and
complete as of the Closing Date:
(a) Authority.
NT is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada, U.S.A. Tagalder is a company duly organized,
validly existing, and in good standing under the laws of the British Virgin
Islands. NT has all requisite right, power
and
full authority to: (i) execute and deliver this Agreement and its related
documents and perform
her
obligations hereunder and thereunder,
(ii)
consummate the transactions contemplated in this Agreement There are no
agreements, contracts or commitments to which NT or Tagalder is a party that
would prohibit or restrict the transactions contemplated under this Agreement
No
consent, approval, order,
or
other authorization of any governmental or regulatory authority is required
with
respect to NT's
execution and delivery of this Agreement or any related document, or
consummation of the transactions contemplated herein or therein. When executed
and delivered by NT, this Agreement constitutes the valid and binding obligation
of NT enforceable in accordance with its terms.
(b) Transaction
Not a
Breach.
The
execution and delivery of this Agreement and its related documents, the
performance by NT hereunder, and the consummation of the transactions described
herein, will not conflict with or violate (i) any law, ordinance, regulation,
order, award, judgment, injunction or decree applicable to NT or Tagalder,
or
(ii) conflict with or result in a breach of or constitute a default under any
of
the terms, conditions or provisions of the articles of incorporation, bylaws,
or
other instruments of formation or organization of NT or Tagalder.
(c) Books
and Records.
NT has
made and will make available for inspection by Purchaser upon reasonable request
the charter documents and minute books of Tagalder and all of Tagalder's books
of account. Such books of account of Tagalder have been maintained in the
ordinary course of business. All documents furnished or caused to be furnished
to Purchaser by NT are true and correct copies, and there are no amendments
or
modifications thereto except as set forth in such documents.
(d) Compliance
with Laws.
To the
lmowledge of NT, Tagalder is and has been in compliance in all material respects
with all laws, regulations, rules, orders, judgments, decrees and other
requirements
and policies imposed by any governmental entity applicable to it, its properties
or the operation of its businesses.
2
(e)
Liabilities
and Obligations.
Tagalder
has no material liabilities or obligations (absolute,
accrued, contingent or otherwise) except (i) liabilities that are reflected
and
reserved against on
Tagalder's financial statements that have not been paid or discharged since
the
date thereof and (ii) liabilities
incurred since the date of such financial statements in the ordinary course
of
business consistent
with
past practice and in accordance with this Agreement.
(t)
Litigation.
There is
no suit, action or proceeding pending, or, to the knowledge of NT threatened
against or affecting Tagalder, which is reasonably likely to have a material
adverse effect
on
Tagalder, nor is there any judgment, decree, injunction, rule or order of any
governmental entity or
arbitrator outstanding against Tagalder having, or which, insofar as reasonably
can be foreseen, in the
future
could have, any such effect.
(g) Taxes.
To
the knowledge of NT, Tagalder has filed or will file within the time prescribed
by law (including extension of time approved by the appropriate taxing
authority) all tax returns and reports required to be filed with all other
jurisdictions where such filing is required by law; and
to
the knowledge of NT, Tagalder has paid, or has made adequate provision for
the
payment of, all taxes,
interest, penalties, assessments or deficiencies due and payable on, and with
respect to such periods.
(h) Licenses,
Permits.
Tagalder
owns or possesses in the operation of its business all
material authorizations which are necessary for it to conduct its business
as
now conducted. Neither
the
execution or delivery of this Agreement nor the consummation of the transactions
contemplated hereby will require any notice or consent under or have any
material adverse effect upon any such authorizations.
(i) Stock
Ownership.
NT owns
100% of the issued and outstanding stock of Tagalder, and such stock is free
and
clear of any liens, options, charges or encumbrances of any nature.
ARTICLE
III
COVENANTS
RELATING TO CONDUCT OF BUSINESS
3.1
Covenants
of NT and Purchaser.
In the
event that the Closing does not occurs on the same
date
as this Agreement, then during the period from the date of this Agreement and
continuing until the
Closing or the termination of this Agreement, NT and Purchaser each agree as
to
themselves (except
as
expressly contemplated or permitted by this Agreement, or to the extent that
the
other party shall otherwise consent in writing):
(a) Ordinary
Course.
Each
party shall carry on its respective businesses in the usual, regular and
ordinary course in substantially the same manner as heretofore
conducted.
(b) Dividends;
Changes in Stock.
No party
shall (i) declare or pay any dividends on
or
make other distributions in respect of any of its capital stock, or (ii)
repurchase or otherwise acquire,
or
permit any subsidiary to purchase or otherwise acquire, any shares of its
capital stock
(c) Issuance
of Securities.
No party
shall issue, deliver or sell, or authorize or propose the issuance, delivery
or
sale of, any shares of its capital stock of any class, any voting debt or
any
securities convertible into, or any rights, warrants or options to acquire,
any
such shares, voting debt
or
convertible securities.
3
(d) Governing
Documents.
No party
shall amend or propose to amend its Articles of Incorporation, Bylaws, or other
charter documents.
(e) No
Dispositions.
Except
for the transfer of assets in the ordinary course of business consistent with
prior practice, no party shall sell, lease, encumber or otherwise dispose of,
or
agree to sell, lease, encumber or otherwise dispose of, any of its assets,
which
are material, individually or in the aggregate, to such party.
(f) Indebtedness.
No party
shall incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of such party or guarantee any debt securities
of
others other than in each case in the ordinary course of business consistent
with prior practice.
3.2
Other
Actions.
No party
shall take any action that would or is reasonably likely to result in any of
its
representations and warranties set forth in this Agreement being untrue, or
in
any of the conditions set forth in Article V not being satisfied.
ARTICLE
IV
ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS
4.1
Access
to Information.
Upon
reasonable request and notice, after the date hereof and prior to the Closing,
each of NT and Purchaser shall each afford to the officers, employees,
accountants, counsel and other representatives of the other company, access
to
all their respective properties, books, contracts, commitments and records
and
during such period each of NT and Purchaser shall furnish promptly
to the
other
(a)
a copy of each report, schedule, registration statement and other document
filed
or
received by it during such period pursuant to the requirements of any applicable
securities laws and (b) all
other
information concerning its business, properties and personnel as such other
party may reasonably
request.
Unless otherwise required by law, the parties will hold any such information
which is nonpublic in confidence until such time as such information otherwise
becomes publicly available through no wrongful act of either party, and in
the
event of termination of this Agreement for any reason each party shall promptly
return all nonpublic documents obtained from any other party, and any copies
made of such documents, to such other party.
4.2
Legal
Conditions to Acquisition.
Each of
NT and Purchaser shall take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on itself with respect to
the
transactions hereunder and will promptly cooperate with and furnish information
to each other in connection with any such requirements imposed upon any of
them
or upon any of theft related entities or subsidiaries in connection with such
transactions. Each party shall take all reasonable actions necessary to obtain
(and will cooperate with each other in obtaining) any consent, authorization,
order or approval of; or any exemption by, any governmental entity or other
public or private third party, required to be obtained or made by NT or
Purchaser or any of their related entities or subsidiaries in connection with
the transactions hereunder or the taking of
any action
contemplated thereby or by this Agreement.
4.3
Board
of Directors and Officers.
As
reasonably directed by Purchaser, NT shall cause the officers and directors
of
Tagalder to resign in connection with or promptly following the Closing.
Purchaser shall thereupon appoint new officers and directors as replacements.
The parties agree to coordinate in good faith the prepare such documents and
make such filings as reasonably necessary to accomplish the matters envisioned
by this Section 4.3.
4
ARTICLE
V
CONDITIONS
PRECEDENT
5.1
Conditions
to Each Party's Obligation To Conduct the Closing.
The
respective obligations of each party to conduct the Closing shall be conditional
upon the filing, occurring or obtainment of all authorizations, consents, orders
or approvals ot; or declarations or filings with, or expirations of waiting
periods imposed by any governmental entity or by any applicable law, rule,
or
regulation governing the transactions contemplated hereby.
5.2
Conditions
to Obligations of Purchaser.
The
obligation of Purchaser to conduct the Closing is subject to the satisfaction
of
the following conditions on or before the Closing Date unless waived by
Purchaser:
(a) Representations
and Warranties.
The
representations and warranties of NT set forth
in
this Agreement shall be true and correct in all material respects as of the
Closing Date as though made
on
and as of the Closing Date, except as otherwise contemplated by this Agreement,
and Purchaser
shall
have received a certificate signed on behalf ofNT by its President to such
effect.
(b) Performance
of Obligations of NT.
NT
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date,
and
Purchaser shall have received a certificate signed on behalf of NT by its
President to such effect.
(c) Closing
Documents.
Purchaser shall have received such certificates and other closing documents
as
counsel for Purchaser shall reasonably request.
(d) Consents.
NT shall
have obtained the consent or approval of each person whose consent
or approval shall be required in connection with the transactions contemplated
hereby under any loan
or
credit agreement, note, mortgage, indenture, lease or other agreement or
instrument, except those for
which
failure to obtain such consents and approvals would not, in the reasonable
opinion of Purchaser,
individually or in the aggregate, have a material adverse effect on Tagalder
and
its subsidiaries and related entities taken as a whole upon the consummation
of
the transactions contemplated hereby.
(e) Due
Diligence Review.
Purchaser shall have completed to its reasonable satisfaction a review of the
business, operations, finances, assets and liabilities of Tagalder and shall
not
have determined that any of the representations or warranties of NT contained
herein are, as of the date hereof
or
the Closing Date, inaccurate in any
material
respect or that NT is otherwise in violation of any
of the
provisions of this Agreement
(f) Pending
Litigation. There
shall not be any litigation or other proceeding pending
or threatened to restrain or invalidate the transactions contemplated by this
Agreement, which, in
the
reasonable judgment of Purchaser, made in good faith, would make the
consummation of the transactions hereunder imprudent. In addition, there shall
not be any other litigation or other proceeding pending or threatened against
Tagalder, the consequences of which, in the reasonable judgment of Purchaser,
could be materially adverse to Tagalder or Purchaser.
5.3Conditions
to Obligations of NT.
The
obligation of NT to conduct the Closing is subject
to the satisfaction of the following conditions on or before the Closing Date
unless waived by NT:
(a)
Representations
and Warranties. The
representations and warranties of Purchaser set forth in this Agreement shall
be
true and correct in all material respects as of the Closing Date
as
though made on and as of the Closing Date, except as otherwise contemplated
by
this Agreement,
and NT
shall have received a certificate signed on behalf of Purchaser by its President
to such effect.
5
(b) Performance
of Obligations of Purchaser. Purchaser
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and NT
shall have received a certificate signed on behalf of Purchaser by its President
to such effect
(c) Closing
Documents.
NT shall
have received such certificates and other closing documents as counsel for
NT
shall reasonably request.
(d) Pending
Litigation. There
shall not be any litigation or other proceeding pending
or threatened to restrain or invalidate the transactions contemplated by this
Agreement, which, in
the
reasonable judgment of NT, made in good faith, would make the consummation
of
the transactions hereunder imprudent.
ARTICLE
VI TERMINATION
AND AMENDMENT '
6.1 Termination.
This
Agreement may be terminated at any time prior to the Closing:
(a) by
mutual
consent of the parties; or
(b) by
either
party if there has been a material breach of any representation, warranty,
covenant or agreement hereunder on the part of the other party which breach
has
not been cured within five (5) business days following receipt by the breaching
party of notice of such breach, or if any permanent
injunction or
other
order of a court or other competent authority preventing the
consummation
of the
transactions hereunder shall have become final and non-appealable.
6.2
Effect
of Termination.
In the
event of termination of this Agreement by either party as provided in Section
6.1, this Agreement shall forthwith become void and there shall be no liability
or obligation on the part of any party hereto. In such event, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Amendment
This
Agreement may be amended by mutual agreement of the parties. Any such amendment
must be by an instrument in writing signed on behalf of each of the parties
hereto.
6.4
Extension;
Waiver.
At any
time prior to the Closing, the parties hereto, by action taken or authorized
by
their respective Board of Directors, may, to the extent legally allowed, (a)
extend the time for the performance of any of the obligations or other acts
of
the other parties hereto, (b) waive any inaccuracies
in the representations and warranties contained herein or in any document
delivered pursuant
hereto
and (c) waive compliance with any of the agreements or conditions contained
herein. Any agreement
on the part of a party hereto to any such extension or waiver shall be valid
only if set forth in a
written
instrument signed on behalf of
such
party.
ARTICLE
VII
GENERAL
PROVISIONS
7.1
Survival
of Representations, Warranties and Agreements.
All of
the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Closing for
a
period of three years from the date thereof.
6
7.2
Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed
given if delivered personally, telecopied (which is confirmed) or mailed by
registered or certified
mail
(return receipt requested) to the parties at the following addresses (or at
such
other address for a party as shall be specified by like notice):
| (a) |
If
to NT:
|
0xx
Xxxxx, Xx. 000
Xxxxxxxx
Xxxx Xxxxxxx
Xxxx
Xxxx
| (b) |
If
to Purchaser:
|
System
Wealth Limited
c/o
CCS
Management Limited
Sea
Meadow House, Blackbume Highway,
Road
Town,
Tortola,
British
Virgin Islands.
Interpretation.
When a
reference is made in this Agreement to Sections, such reference shall be to
a
Section of this Agreement unless otherwise indicated. The headings contained
in
this Agreement are for reference purposes only and shall not affect in any
way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed
to be
followed by the words "without limitation". The phrase "made available" in
this
Agreement shall mean that the information referred to has been made available
if
requested by the party to whom such information is to be made
available.
7.4
Counterparts.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts
have been signed by each of the parties and delivered to the other parties,
it
being understood
that all
parties need not sign the same counterpart.
7.5
Entire
Agreement; No Third Party Beneficiaries; Rights of Ownership.
This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
7.6
Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Nevada, U.S.A. without regard to principles of conflicts of law. Each
party hereby irrevocably submits to the jurisdiction of any Nevada state court
or any federal court in the State of Nevada in respect of any suit, action
or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7
7.7
No
Remedy in Certain Circumstances.
Each
party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof or thereof to be null, void or
unenforceable, or order any party to take any action inconsistent herewith
or
not to take any action required
herein, the other party shall not be entitled to specific performance of such
provision or part hereof
or
thereof or to any other remedy, including but not limited to money damages,
for
breach hereof or
thereof or of any other provision of this Agreement or part hereof or thereof
as
a result of such holding
or
order.
7.8
Publicity.
Except
as otherwise required by law or the rules of the United States Securities
and Exchange Commission, so long as this Agreement is in effect, no party shall
issue or cause
the
publication of any press release or other public announcement with respect
to
the transactions contemplated
by this Agreement without the written consent of the other party, which consent
shall not be
unreasonably withheld.
7.9
Assignment
Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject
to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and
assigns.
[Remainder
of
page
intentionally left blank; signature page to follow.]
8
IN
WITNESS
WHEREOF; this
Purchase
and
Sale
Agreement has been signed by each of the
parties
set forth below as of the date set forth above.
NT
HOLDING CORP
3y:
/s/
XXXX XX XXXX
XXXX
XX
XXXX,
Authorized Officer
SYSTEM WEALTH
LIMITED
By:
Law
Pik Xxx, Authorized Officer
9
IN
WITNESS WHEREOF, this Purchase and Sale Agreement has been signed by
each
of
the parties set forth below as of the date set forth above.
SYSTEM
WEALTH LIMITED
By: a
/t-) LAW
PM
XXX, Authorized Officer
10
EXHIBIT
A
Promissory
Note
11
PROMISSORY
NOTE
| US$800,000.00 |
June
19,
2006
|
FOR
VALUE
RECEIVED, SYTEM WEALTH LIMITED, a company organized under the laws of
the
British
Virgin Islands, with an address at:
System
Wealth Limited
c/o
CCS
Management Limited
Sea
Meadow House, Blackbume Highway,
Road
Town,
Tortola,
British
Virgin Islands.
(referred
to herein as "Debtor"),
hereby
promises and agrees to pay to the order of NT Holding Corp., a corporation
organized under the laws of the State of Nevada, U.S.A., at 0xx Xxxxx, Xx.
000,
Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (referred to herein as "Creditor"),
or at
such other place as set forth herein or as designated in writing by the Holder
(as defined below) hereof, in lawful money of the United States of America,
the
principal sum of Eight Hundred Thousand U.S. Dollars (US$800,000.00), together
with interest thereon and other fees in connection therewith, all in accordance
with the terms and conditions set forth below.
|
1.
|
Payment
on this Note shall be due and payable in one lump sum payment on
December
15, 2006, at which time all principal and interest owed hereunder
will be
due and payable in full. Payment shall be delivered to Creditor's
address,
or to such other address as directed in writing by the Holder hereof,
and
shall be made in U.S. Dollars in immediately available funds, except
as
otherwise agreed by
the Holder. Simple interest on the unpaid principal balance hereof
will
apply from the date hereof at
the rate of two percent (2%) per month, until the entire outstanding
balance and all interest accrued thereon has been repaid in
full.
|
|
2.
|
Creditor
may sell, assign, transfer, pledge or hypothecate this Note and
any
or
all of its rights and remedies hereunder at any time, with or without
notice to Debtor, to any person or entity. Creditor and its successors
and
assigns under this Note are sometimes referred to herein as
the
"Holder."
|
|
3.
|
Debtor
may prepay any amount due hereunder, in whole or in part, at any
time
without penalty or premium for such early
payment.
|
|
4.
|
This
Note is secured by, and Debtor hereby irrevocably pledges and grants,
a
lien and security interest to
be held by Creditor encumbering all of Debtor's right, title and
interest
in and to all of the issued and
outstanding stock of Tagalder C3 Holdings Inc., a company organized
under
the laws of the British Virgin Islands. Debtor agrees, upon request
by
Creditor, to execute and deliver such documentation, including
without limitation a deed of trust in form and substance reasonably
satisfactory to Creditor, as
deemed necessary or appropriate by Creditor to perfect the pledge
and
security interest granted herein. The foregoing pledge and security
interest shall continue in effect until such time as the Note has
been
paid in full, at which time Creditor (or the Holder, if applicable)
shall,
upon request from Debtor, execute and deliver such documentation
as
necessary to release the foregoing pledge and security interest.
In the
event of a default by Debtor under this Note, Creditor shall be entitled
to all rights and remedies available under law.
|
|
|
the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which maybe incurred by Holder in connection with the enforcement of any its rights under this Note, including, but not limited to, attorneys' fees and all costs and expenses of collection. |
|
6.
|
All
amounts paid by Debtor in respect of amounts due hereunder shall
be
applied by Holder In the following order of priority: (a) amounts
due and
payable, if any, pursuant to Paragraph 5 above, (b) interest due
and
payable, and, (c) the outstanding principal balance
hereof.
|
| 7. |
Debtor,
on behalf of itself and all
sureties,
guarantors, and endorsers hereof; if any, hereby waives presentment
for
payment, demand and
notice of dishonor
and nonpayment of this Note, and
consents to
any and all extensions of time, renewals, waivers,
or
modifications that may be granted by Holder with respect
to the payment
or
other provisions
of this Note, and to the release of any security, or any part
thereof with or without substitution.
|
|
The
failure of Holder in any one or more instances to insist upon strict
performance of any of the terms and provisions of this Note, or to
exercise any option conferred herein shall not be construed as a
waiver or
relinquishment, to any extent, of the right to assert or rely upon
any
such terms, provisions or options on any future
occasion.
|
| 9, |
This
Note shall he governed by and construed in accordance with the laws
of the
State of Nevada, U.S.A., without giving effect to any conflict of
laws
provisions. Jurisdiction and venue for any action
arising
under this Note shall be proper in any court located in the State
of
Nevada, This Note shall bind
the successors and assigns of Debtor and shall inure to benefit of
the
successors and assigns
of
Creditor.
|
| 10 |
This
Note constitutes the entire understanding and agreement between the
parties with regard to the subject matters hereof and thereof, and
supersedes and replaces any prior understanding or agreement, oral
or written, relating to such subject
matters.
|
INVITNESS
WHEREOF; Debtor has executed this Note.
Effective as of the day and.
year
first above:
written.
| SYSTEM .WEALTH LIMITED | |
 |
|
|
LAW
PIK XXX, Authorized Officer.
|
12
